Finance & Banking Mergers & Acquisitions Business Organization

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Energy Sector Alert Series: Risks and Opportunities in Distressed Oil and Gas

In this eight-week alert series, we are providing a broad look at current and emerging issues facing the energy sector. Attorneys from across the firm will discuss issues ranging from environmental disclosures and risk...more

FTC Announces Hart-Scott-Rodino Thresholds for 2016

On January 26, 2016, the Federal Trade Commission ("FTC") published in the Federal Register adjusted jurisdictional and filing fee thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the...more

M&A Team News - January 2016

Here is a look back at the top M&A developments that affected deal-making last year and a look forward to our expectations for 2016....more

Annual Adjustments to Hart-Scott-Rodino and Interlocking Directorates Thresholds

The annually adjusted thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) (HSR) and Section 8 of the Clayton Act (15 U.S.C. § 19) were published in the Federal Register on January 26,...more

New HSR Reporting Thresholds Announced for 2016

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) requires parties to transactions meeting certain size thresholds to make notification filings with the Federal Trade Commission and the Antitrust Division of the...more

FTC Announces Increased Hart-Scott-Rodino Thresholds - January 2016

On January 21, 2016, the Federal Trade Commission (FTC) announced revised jurisdictional thresholds for determining whether a proposed transaction must be reported to federal authorities under the Hart-Scott-Rodino (HSR)...more

Delaware Chancery Court Rejects Disclosure-Only Settlement in Trulia/Zillow Merger Litigation, Making Clear Such Settlements Will...

On January 22, 2016, Delaware Chancellor Andre C. Bouchard rejected a proposed “disclosure-only” settlement in In re Trulia Stockholder Litigation. The decision confirms the Chancery Court’s growing skepticism for...more

In re Trulia, Inc. Stockholder Litigation, C.A. No. 10020-CB (Del. Ch. Jan. 22, 2016) (Bouchard, C.)

This opinion represents the Court of Chancery’s latest and most definitive move toward greater scrutiny of disclosure-based settlements of stockholder class actions challenging public company mergers and acquisitions. In...more

FTC Announces 2016 Thresholds Under HSR Act and Clayton Act

Primary merger filing threshold raised from $76.3 million to $78.2 million - Last week, the FTC announced revisions to HSR Act and Clayton Act Section 8 thresholds, which it revises each January to account for inflation...more

Federal Trade Commission Announces Adjusted HSR Thresholds for 2016

On January 21, 2016, the Federal Trade Commission announced the annual threshold adjustments for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) (“HSR”). The new thresholds...more

Bridging the Bid-Ask Spread in the Oil Patch

Hope on the sell side and price volatility led to a wide bid-ask spread in 2015 and resulted in fewer financial sponsor-backed mergers and acquisitions transactions in the oil patch. Of late, prices have further plunged,...more

FTC Increases HSR Jurisdictional Thresholds

The Federal Trade Commission (FTC) announced on January 21, 2016 increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act)....more

Delaware Court of Chancery Rejects Another Disclosure-Only M&A Settlement and Warns of “Increasingly Vigilant” Scrutiny

The Delaware Court of Chancery dealt another blow to disclosure-only settlements of merger litigation and refused to approve a proposed class-action settlement arising from Zillow, Inc.'s acquisition of Trulia, Inc. ...more

Reminders for Public Companies for the 2016 Annual Reporting and Proxy Season

This memorandum summarizes key developments that public companies should consider in drafting their disclosures and reviewing their existing corporate governance policies and procedures in preparation for the 2016 annual...more

[Webinar] The Co-investment Climate in Private Equity - February 10th, 12:00 EST

Co-investments are an increasingly important component of capital used by private equity groups (PEGs) to fund acquisitions and represent an increasingly significant portion of this capital. This is one of the key findings of...more

Financial Statement Triggers - Requirements for New or Updated Financial Statements Can Affect Access to Capital Markets and M&A

Financial statement requirements can surprise US public companies seeking to access the capital markets or to register shares in connection with acquisitions. Fully compliant 10-K, 10-Q and 8-K reporting can be inadequate....more

FTC Announces New HSR Reporting Thresholds

On January 21, 2016, the Federal Trade Commission announced increases to the reporting thresholds and exemptions that, under the Hart-Scott-Rodino Act of 1976 (the “HSR Act”), dictate whether companies must notify antitrust...more

Real Estate Investment Trust as a Vehicle for Utility Funding

A recent Wall Street Journal article (January 15) highlights the use of a real estate investment trust (REIT) for financing the acquisition of Oncor Electric Delivery Company (Oncor) upon its exit from bankruptcy. In a...more

US M&A Litigation: Will the Changing Landscape Shift to the UK?

Following nearly every announcement of a public-company acquisition in the US, including take-private acquisitions by private equity investors, plaintiffs’ law firms file class actions on behalf of shareholders. These...more

Financial Statement Requirements in US Securities Offerings: What You Need to Know

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

A legal overview of M&A and financing transactions in Nigeria's oil and gas sector

1 Overview of M&A transactions - 1.1 Emergence of local champions - 2015 was a relatively robust year for M&A transactions in Nigeria's oil and gas industry. The majority of the transactions involved divestments...more

"Bank Shareholders Step Up Activist Efforts as M&A Activity Picks Up"

Bank management teams and boards of directors have made shareholder activism a key area of focus in light of significant activity in 2015. With the bank M&A market showing signs of life, the most basic end-game of investor...more

More Flexible and Efficient, with Emphasis on Stakeholder Protection: Taiwan Amends the Business Mergers and Acquisitions Act

On January 8, 2016, an amendment (the “Amendment”) to Taiwan’s Business Mergers and Acquisition Act (the “Act”) has become effective. Through this amendment, the government hopes to encourage M&A activities in Taiwan by...more

Guide To Doing Business in Australia and New Zealand (Mandarin version)

This publication has been prepared to provide an overview to foreign investors and business people who have an interest in doing business in Australia and New Zealand. The material in this publication is intended to provide...more

The Life Sciences Report - Winter 2016

Ten Considerations for Companies Evaluating a Pre-Negotiated Acquisition - In recent years, there has been a shift in the research and development strategy of large pharmaceutical and medical device companies from...more

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